Establishing a Limited Liability Company in Albania: A Guide for Foreign Investors

Albania permits foreign nationals to own and manage Albanian companies on the same terms as Albanian citizens. There is no residency requirement, no local shareholder requirement, and no minimum capital of any commercial significance. Registration itself is free and, when the application satisfies the statutory requirements, the QKB must register it and issue the certificate within one day. The difficulties foreign investors encounter almost never arise at incorporation — they arise in the weeks that follow.

THE STATUTORY FRAMEWORK

Albanian company law is contained principally in Law No. 9901, dated 14 April 2008, "On Entrepreneurs and Companies", as amended. That statute establishes the permitted corporate forms, the rights and obligations of members, the powers and liabilities of administrators, and the rules governing reorganisation and liquidation.

Registration is governed separately, by Law No. 9723, dated 3 May 2007, "On the Registration of Business", as amended, which created the commercial register and the one-stop registration procedure now administered by the National Business Centre (Qendra Kombëtare e Biznesit, "QKB").

The position of the foreign investor is secured by Law No. 7764, dated 2 November 1993, "On Foreign Investments", which guarantees national treatment, repatriation of profits and capital, and statutory protection against expropriation. Ordinary foreign investments generally remain free from prior authorisation. Since Law No. 56/2025, however, foreign direct investments that relate to or affect critical public infrastructure, critical technologies and dual-use goods, critical inputs, sensitive information or media freedom may be subject to assessment or screening under Council of Ministers Decision No. 226 of 1 April 2026. Sector-specific licences may also apply.

WHY THE SH.P.K.

Albanian law recognises several corporate forms. In practice the choice for a foreign investor is almost always between the limited liability company, the joint stock company and a branch of the foreign parent.

The Sh.p.k. is preferred because it combines full limitation of member liability with a nominal capital requirement and light governance. Members are liable only up to their subscribed contribution. A single member is sufficient. Management is exercised by one or more administrators, and no supervisory board is required.

WHO MAY INCORPORATE

Both natural and legal persons may be members of an Albanian Sh.p.k., and there is no requirement that any of them be Albanian or resident in Albania. A company may be wholly owned by a single foreign natural person, or by a foreign parent company, without any local participation.

The same applies to management. The administrator may be a foreign national resident abroad. There is no statutory requirement for a resident director, nor for the administrator to hold an Albanian residence permit in order to be appointed.

SHARE CAPITAL

The minimum share capital of an Sh.p.k. is ALL 100 — under one euro. Albanian law does not require the capital to be deposited in a blocked account before registration, nor does it require a bank certificate as a condition of incorporation. Capital may be contributed in cash or in kind.

The statutory minimum is nonetheless a poor guide to what a company should actually be capitalised at. Commercial banks assess capitalisation when opening accounts and extending facilities; counterparties and public procurement authorities frequently do the same; and a company whose liabilities persistently exceed its assets exposes its administrator to duties under Law No. 9901/2008 concerning insolvency and the continuation of trading. Capital should reflect the intended scale of the business rather than the statutory floor.

THE CONSTITUTIVE DOCUMENTS

An Sh.p.k. requires a statute and a founding act where those are prepared as two separate documents. Together they record the founders, company name, registered office, activity, capital and quotas, administrator, decision-making rules, transfers and profit treatment.

Albanian law does not impose a general requirement that both instruments be signed before an Albanian notary. The applicable form and authentication depend on how the documents are signed and on the supporting evidence. If a founder is a foreign legal person, the QKB requires its constitutive documents, proof of registration and current status issued no more than 90 days earlier, and the competent corporate decision. Foreign public or authenticated documents must satisfy the applicable apostille or legalisation rules and be translated into Albanian. For a foreign natural person, the passport is the central identification document, together with any authorisation and beneficial-owner evidence required for the filing.

The statute repays attention. It is common for foreign investors to adopt a minimal standard text at incorporation and to discover, at the point of a dispute or an exit, that it contains no pre-emption mechanism, no deadlock provision and no suitable limit on the administrator's authority. Amending it later requires the approvals prescribed by law and the statute.

REGISTRATION AT THE QKB

The application is submitted electronically through e-Albania to the QKB. It operates as a one-stop procedure: registration in the commercial register also registers the company with the tax administration and the social and health insurance schemes and notifies the labour inspectorate.

On registration, the company receives its unique identification number (NIPT/NUIS), which is also its tax identification number. Initial registration is free. If the application satisfies the statutory requirements, the QKB registers the company and issues the certificate within one day. If information is incomplete or non-compliant, the QKB may suspend the application and allow 21 calendar days for correction.

Registered office

Every company must declare an Albanian registered address for official communications, including notices from the tax administration. The address should be accurate, verifiable and usable for service. Before selecting residential or shared premises, the founders should check the right to use the address and any activity-specific premises requirements.

BENEFICIAL OWNERSHIP: FILED WITH THE APPLICATION

Law No. 112/2020 "On the Register of Beneficial Owners" requires Albanian companies to disclose the natural persons who ultimately own or control them. The register is maintained by the QKB.

Since Law No. 6/2022, the initial beneficial-owner filing is submitted simultaneously with the commercial-register application, rather than as a separate filing within 30 days after incorporation.

A subsequent change must be registered within 90 calendar days. Late registration attracts a fine of ALL 400,000, and the QKB may suspend the entity until the fine is paid and the information is corrected.

INCORPORATING WITHOUT TRAVELLING TO ALBANIA

A foreign investor need not attend in person. An Albanian lawyer may complete the incorporation under a power of attorney that is suitable for the QKB procedure. A foreign power of attorney and other foreign documents must satisfy the authentication, apostille or legalisation rules that apply between the relevant countries and must be translated into Albanian where required.

The power of attorney should cover the constitutive documents, registration application, beneficial-owner filing and any corrections the QKB may request. Preparing it for the Albanian procedure at the outset avoids re-execution abroad.

WHAT FOLLOWS REGISTRATION

Registration is the beginning of the process rather than the end of it. Several obligations arise immediately and are not administered by the QKB.

FIVE POINTS THAT CAUSE DIFFICULTY

1. Assuming a zero tax rate means no obligations. A company within the reduced-rate threshold still files returns, keeps books, fiscalises invoices and may well be VAT-registered. Penalties for non-filing apply whether or not tax is due.
2. Treating the statute as boilerplate. Governance, deadlock and exit provisions are cheap to negotiate at incorporation and expensive to introduce later.
3. Registering as a sole trader instead of a company. The person fizik appears simpler but carries unlimited personal liability, cannot admit partners or investors, and may be unsuitable for many institutional and public-sector counterparties. Conversion later means closing one entity and opening another.
4. Underestimating the bank. Investors regularly plan the commercial launch around the registration date and find the company unable to receive funds for a month or more.
5. Confusing corporate status with migration status. Company ownership does not confer a right of residence, and the residence application is a separate procedure with its own evidential requirements.